Regional M&A Update Introduction

Transcription

1 Regional M&A Update Introduction Dear All, It has been a fruitful first quarter of 2015 for the Firm, with our various offices being involved in significant mergers & acquisitions deals. We are pleased to present our inaugural quarterly issue of Rajah & Tann Asia's Regional M&A update. This quarterly newsletter aims to keep you informed of the highlights from various jurisdictions across South-East Asia. In this update, significant deals to note include the involvement of our Malaysian partners in the takeovers of Masterskill Education Group Berhad and Integrax Berhad, as well as the involvement of our Singapore partners in the mandatory cash offer of IPC Corporation Ltd. Special notice should also be taken of the recent developments in the law. China's Draft Foreign Investment Law, if finalised, will ease flexibility and reduce time for foreign investment projects. In a similar vein, recent changes to Myanmar's Draft Investment Law will potentially ease the foreign investment regime in Myanmar. Many of the deals mentioned in this update would not have been possible without the unified and seamless collaboration between Rajah & Tann s offices across the various jurisdictions. The successful completion of these transactions are a testament to our strength in leveraging upon the collective expertise of our regional offices as well as our capabilities to provide one-stop services to clients. Do get in touch with us if we can be of any assistance at all. Best regards, Mergers & Acquisitions Team 1

2 Singapore Mandatory Conditional Cash Offer For All Issued and Paid-up Ordinary Shares in the Capital of IPC Corporation Ltd The Capital Markets / M&A Practice Group acted for Oei Hong Leong in his mandatory conditional cash offer for all the issued and paid-up ordinary shares in the capital of IPC Corporation Ltd, other than those already held by Oei Hong Leong. IPC is engaged in the investment and development of properties primarily in the Asia Pacific region and America. The businesses of IPC and its subsidiaries include investment holding, property investment, property development, investing and reselling properties, property consulting and sale and distribution of telecommunication products. IPC is valued at S$145 million based on an offer price per IPC share of S$0.17. Mr. Oei Hong Leong is a Singaporean businessman with interests in a range of industries including property development and property holding. He is the Chairman of, among others, Oei Hong Leong Foundation Pte. Ltd., Oei Hong Leong Art Museum Limited and Canadian Metropolitan Properties Corporation. He is also a substantial shareholder of two publicly listed companies in Singapore. Recommended Voluntary General Cash Offer by United Overseas Bank Limited for Far Eastern Bank Limited The Capital Markets / M&A Practice Group also acted for United Overseas Bank Limited (UOB) in its recommended voluntary conditional cash offer to acquire all the ordinary shares in the capital of Far Eastern Bank Limited (FEB) other than those already held by UOB ( Offer Shares ). The offer was jointly announced by UOB and FEB as a recommended offer, being recommended at the outset by the independent financial adviser appointed by FEB. UOB owns 78.88% of the shares in FEB and made the offer with a view of privatising FEB. The offer values FEB at S$ million based on the offer price of S$3.51 per FEB share. The offer will be conditional upon UOB's reception of at least90% of the Offer Shares. In connection with the offer, UOB had obtained irrevocable undertakings from certain shareholders of FEB to, inter alia, accept the offer in respect of FEB shares held by them, representing an aggregate of approximately 5.39% of the total number of issued FEB shares. UOB is listed on the Main Board of the SGX-ST. It provides a wide range of financial services, including personal financial services, private banking, commercial and corporate banking, investment banking, corporate finance, capital market activities and asset management, through its global network of branches, offices, subsidiaries and associates. FEB is a banking subsidiary of UOB. S$1.9 Billion Voluntary Conditional Offer for United Envirotech Ltd The Capital Markets / Mergers & Acquisitions Practice acted for CITIC Limited and its affiliates (CITIC) and CKM (Cayman) Company Limited (the "Offeror") in the offer for United Envirotech Ltd. for approximately S$1.9 billion in voluntary conditional cash. The Offeror is a consortium vehicle between CITIC and Kohlberg Kravis Roberts & Co. L.P. (KKR). The CITIC group is the largest conglomerate in the PRC and its businesses include financial services, resources and energy, manufacturing, real estate and infrastructure, engineering contracting and other businesses in the PRC and overseas. KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. United Envirotech 2

3 Ltd. is listed on the Main Board of the Singapore Exchange Securities Trading Limited and is a leading membrane-based water and wastewater treatment and recycling solutions provider with businesses mainly in the PRC's chemical, petrochemical and industrial park sectors. Cambodia Acquisition of Business Assets (Casino and entertainment) Christopher & Lee Ong and R&T Sok & Heng, with the assistance of Rajah & Tann (Thailand) Limited, advised Donaco International Limited, a company listed in the Australian Stock Exchange operating leisure and entertainment businesses across the Asia Pacific region, in its acquisition of Star Vegas Casino & Resort located in Poi Pet, Cambodia for a consideration of approximately US$360 million. The US$360 million acquisition price is approximately a six times multiple of the target property s earnings before interest, taxation, depreciation and amortisation (EBITDA). This deal involved Christopher & Lee Ong coordinating and working with R&T Sok & Heng in advising Donaco International on various local legal and regulatory requirements in connection with the due diligence and the acquisition of the target casino. Christopher & Lee Ong and R&T Sok & Heng also advised Donaco International in relation to obtaining US$100 million financing from Mega International Commercial Bank with regard to this acquisition. China China s Draft Foreign Investment Law In January, the Ministry of Commerce of the People s Republic of China (the Ministry ) published a Draft Law on foreign investments for public consultation. If passed, the Draft Law will replace the existing Foreign Invested Company Law, the Sino-Foreign Equity Joint Venture Law and the Sino- Foreign Cooperative Joint Venture Law, and grant foreign investors more access to the Chinese market. According to the Draft Law, the PRC State Council will publish a Negative List of industries in which foreign investment is restricted or prohibited, similar to the model adopted by the China (Shanghai) Pilot Free Trade Zone. It is generally expected that most foreign investment projects will no longer require pre-approval by the Ministry or its local agency when the Draft Law comes into effect. This will reduce the time required for foreign investment projects and offer parties greater flexibility in structuring their investment as relevant contracts, such as joint venture contracts and equity transfer agreements, will no longer require the Ministry s approval. At this point in time, the Draft Law is still undergoing the legislative process, and the Draft Law may undergo significant amendments before it is finalised. 3

4 Indonesia PT XL Axiata Tbk sold its telecommunication towers for US$460 million to PT Solusi Tunas Pratama Tbk Our s at Assegaf Hamzah & s advised PT XL Axiata Tbk through the tender process of its telecommunication towers which were finally sold to PT Solusi Tunas Pratama Tbk for 5.6 trillion rupiah (US$460 million), that helped it cut mounting debt. The negotiation before the declaration of the winning tender was complex and intense because there were six bidders who participated in the tender process, and Assegaf Hamzah & s had to cater to the bidders due diligence requests and amendment proposal for the transaction documents. Assegaf Hamzah & s played an important role in the transaction by advising PT XL Axiata Tbk on the Indonesian legal aspect of the transaction, drafting and negotiating the transaction documents, preparing the data room for the bidders advisors to carry out due diligence on documents related to the 3,500 telecommunication towers and assisting the disclosures of the transaction to the relevant governmental institutions. Malaysia Takeover of Masterskill Education Group Berhad During the last quarter of 2014, our s at Christopher & Lee Ong, Christopher Lee and Yon See Ting acted for Arenga Pinnata Sdn Bhd, a subsidiary of Creador II, LLC in the takeover of Masterskill Education Group Berhad. Creador is a private equity fund which focuses on making investments in growth-oriented businesses in South-East Asian countries, primarily in India, Indonesia, Singapore and Malaysia. Its objective is to identify and tap into opportunities for long-term value creation through partnerships with entrepreneurs to grow world-class businesses. Masterskill is a public company listed on the Main Market of Bursa Malaysia Securities Berhad and is principally engaged in the provision of education services, support services, physiotherapy and rehabilitation services. Takeover of Integrax Berhad Since the first quarter of 2015, Christopher Lee and Yon See Ting have been acting for Integrax Berhad and they advise the board of Integrax in connection with the offer by Tenaga Nasional Berhad to take over Integrax. Integrax is a public limited company listed on the Main Market of Bursa Malaysia Securities Berhad, Malaysia. It currently operates two terminals, namely the Lekir Bulk Terminal and the Lumut Maritime Terminal. The Lekir Bulk Terminal handles mainly coal for Tenaga Nasional Berhad 's current 2,100 MW power plant in Manjung, Perak, Malaysia while the Lumut Maritime Terminal handles dry and liquid bulk. 4

5 Myanmar Revised Draft of Investment Law The Directorate of Investment and Company Administration recently released the second official draft of the Myanmar Investment Law on 27 February The Myanmar Investment Law is currently drafted with assistance from the International Finance Corporation and seeks to repeal and consolidate the Myanmar Citizens Investment Law 2013 and the Foreign Investment Law Key features of the draft Investment Law include: 1. Restructuring of the Myanmar Investment Commission 2. Concept of foreign investors 3. Prohibited/Restricted Sectors 4. Freedom to employ foreign skilled labour 5. Enhancement of repatriation and mortgage rights 6. Investment incentives The draft MIL demonstrates impetus by the Myanmar Government to improve the investment regime in Myanmar. However, certain provisions of the draft law still lack clarity, and there remain questions about how they would operate in practice. 5

6 Meet our team Heng Chhay Managing R&T Sok & Heng Law Office D (855) (23) /113 F (855) heng.chhay@rajahtann.com Yang Lih Shyng Chief Representative Shanghai Representative Office D (86) F (86) lih.shyng.yang@rajahtann.com Ahmad Fikri Assegaf Managing Assegaf Hamzah & s D (622) F (622) ahmad.assegaf@ahp.co.id Christopher Lee Christopher & Lee Ong D (603) F (603) christopher.lee@christopherleeong.com Desmond Wee Director Rajah & Tann (Laos) Sole Co., Ltd D (65) F (65) desmond.wee@rajahtann.com Chester Toh Director Rajah & Tann NK Legal Myanmar Company Limited D (959) F (951) chester.toh@rajahtann.com Lim Wee Hann Head, Mergers & Acquisitions, D (65) F (65) wee.hann.lim@rajahtann.com Lawrence Tan Head, Mergers & Acquisitions D (65) F (65) lawrence.tan@rajahtann.com Melisa Uremovic Rajah & Tann (Thailand) Limited D (66) F (66) melisa.u@rajahtann.com John Cordova (Foreign Lawyer) D (65) F (65) john.cordova@rajahtann.com 6

7 Vu Thi Que Rajah & Tann LCT Lawyers D (84) F (84) que.vu@rajahtannlct.com Brian Ng Rajah & Tann LCT Lawyers D (84) ext. 110 F (84) brian.ng@rajahtann.com Please feel free to also contact the Knowledge and Risk Management at eoasis@rajahtann.com 7

8 Our regional presence Our regional contacts RAJAH & TANN Singapore RAJAH & TANN REPRESENTATIVE OFFICE China 9 Battery Road #25-01 Straits Trading Building Singapore T F sg.rajahtannasia.com Shanghai Representative Office Unit , Shui On Plaza, 333 Huai Hai Middle Road Shanghai , People's Republic of China T F cn.rajahtannasia.com R&T SOK & HENG Cambodia RAJAH & TANN NK LEGAL Myanmar R&T Sok & Heng Law Office Vattanac Capital Office Tower, Level 17, No. 66 Preah Monivong Boulevard, Sangkat Wat Phnom Khan Daun Penh, Phnom Penh, Cambodia T / 113 F kh.rajahtannasia.com *in association with Rajah & Tann NK Legal Myanmar Company Limited Office Suite 007, Inya Lake Hotel No. 37, Kaba Aye Pagoda Road, Mayangone Township, Yangon, Myanmar T / / F mm.rajahtannasia.com 8

9 ASSEGAF HAMZAH & PARTNERS Indonesia RAJAH & TANN Thailand Assegah Hamzah & s Menara Rajawali 16th Floor Jalan DR. Ide Anak Agung Gde Agung Lot #5.1 Kawasan Mega Kuningan, Jakarta 12950, Indonesia T F * Assegaf Hamzah & s is an independent law firm in Indonesia and a member of the Rajah & Tann Asia network. Rajah & Tann (Thailand) Limited 973 President Tower, 12th Floor, Units 12A-12F Ploenchit Road, Lumpini, Pathumwan Bangkok 10330, Thailand T F th.rajahtannasia.com RAJAH & TANN Lao PDR RAJAH & TANN LCT LAWYERS Vietnam Rajah & Tann (Laos) Sole Co., Ltd. Phonexay Village, 23 Singha Road, House Number 046/2 Unit 4, Saysettha District, Vientiane Capital, Lao PDR T F la.rajahtannasia.com Rajah & Tann LCT Lawyers Ho Chi Minh City Office Saigon Centre, Level 13, Unit 2&3 65 Le Loi Boulevard, District 1, HCMC, Vietnam T / F CHRISTOPHER & LEE ONG Malaysia Hanoi Office Lotte Center Hanoi - East Tower, Level 30, Unit 3003, 54 Lieu Giai St., Ba Dinh Dist., Hanoi, Vietnam Christopher & Lee Ong Level 22, Axiata Tower, No. 9 Jalan Stesen Sentral 5, Kuala Lumpur Sentral, Kuala Lumpur, Malaysia T F *in association with T F is one of the largest full service law firms in Singapore, providing high quality advice to an impressive list of clients. We place strong emphasis on promptness, accessibility and reliability in dealing with clients. At the same time, the firm strives towards a practical yet creative approach in dealing with business and commercial problems. As the Singapore member firm of the Lex Mundi Network, we are able to offer access to excellent legal expertise in more than 100 countries. is part of Rajah & Tann Asia, a network of local law firms in Singapore, China, Lao PDR, Vietnam, Thailand and Myanmar, as well as associate and affiliate offices in Malaysia, Cambodia, Indonesia and the Middle East. Our Asian network also includes regional desks focused on Japan and South Asia. The contents of this Update are owned by and subject to copyright protection under the laws of Singapore and, through international treaties, other countries. No part of this Update may be reproduced, licensed, sold, published, transmitted, modified, adapted, publicly displayed, broadcast (including storage in any medium by electronic means whether or not transiently for any purpose save as permitted herein) without the prior written permission of. Please note also that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice for any particular course of action as such information may not suit your specific business and operational requirements. It is to your advantage to seek legal advice for your specific situation. In this regard, you may call the lawyer you normally deal with in Rajah & Tann Singapore LLP or the Knowledge & Risk Management at eoasis@rajahtann.com. 9